[ G.R. NO.

167320, January 30, 2007 ]

HEIRS OF SALVADOR HERMOSILLA, NAMELY: ADELAIDA H. DOLLETON, et al VS.
SPOUSES JAIME REMOQUILLO AND LUZ REMOQUILLO

FACTS:

Subject of the issue is a portion of a lot located in Poblacion, San Pedro, Laguna. The Republic of
the Philippines acquired through purchase the San Pedro Tunasan Homesite. Apolinario Hermosilla,
who was occupying a lot in the said homesite until his death in 1964, caused the subdivision of this
lot into two, Lot 12 and Lot 19. He transferred Lot 19 to his grandson Jaime Remoquillo and Lot 12
to his son Salvador Hermosilla. In 1972, Jaime and Salvador made a Kasunduan whereby Jaime
transferred ownership of the 65 sq.m. in Lot 19 in favor of Salvador. In 1986, the National Housing
Authority awarded Lot 19 to Jaime, for which he and his wife were issued a title.

The petitioners, heirs of Salvador, filed an action for annulment of the title on the ground of fraud
with damages against Jaime and his spouse, alleging that by the virtue of the Kasunduan, the lot in
controversy was already conveyed to Salvador.

The trial court found the Kasunduan a perfected contract of sale, declared the petitioners as co-owners
of the subject property.

The CA, however, reversed the trial courts decision, rendering the Kasunduan void because at the
time of its execution , the lot was still owned by the Republic of the Philippines. No right was
transferred to both Jaime and Salvador. The CA held that the action had prescribed.

ISSUE:

Can the petitioners seek the reconveyance of the property based on fraud?

HELD:
No. It is true that petitioners houses occupy property. Since there was no actual need to
reconvey the property as petitioners remained in possession of the property, the action took
the nature of a suit for quieting of title, it having been filed to enforce an alleged implied trust
after Jaime refused to segregate title over Lot 19. One who is in actual possession of a piece
of land claiming to be the owner thereof may wait until his possession is disturbed or his title
is attacked before taking steps to vindicate his right. From the body of the complaint, this
type of action denotes imprescriptibility.

The lots can not be transferred to both Jaime and Salvador since the Lots is owned by The Republic of
The Philippines. Nemo dat quod non habet. Nobody can give what he does not possess. Jaime could
not thus have transferred anything to Salvador.

Moreover, since the property was previously a public land, petitioners have no personality to impute
fraud or misrepresentation against the State or violation of the law.
Also, for an action for reconveyance based on fraud to prosper, the petitioners must prove by clear
and convincing evidence not only his title to the property but also the fact of fraud. Fraud is never
presumed. Intentional acts to deceive and deprive another of his right, or in some manner injure him
must be specifically alleged and proved by the petitioners by clear and convincing
evidence. Petitioners failed to discharge this burden.

[ G.R. No. 155716, October 02, 2009 ]

ROCKVILLE EXCEL INTERNATIONAL EXIM CORPORATION, PETITIONER, VS. SPOUSES
OLIGARIO CULLA AND BERNARDITA MIRANDA, RESPONDENTS.

FACTS:

The spouses Culla are the registered owners of a parcel of land.They mortgaged this property to PS
Bank to secure a loan of P1,400,000.00. To prevent the foreclosure, Husband approached
ROCKVILLE for financial assistance. Rockville extended him total loan amount of P2,000,000.00.
Husband failed to pay his indebtedness, so they agreed, both parties to settle the debt is to sell another
property of the Culla's to ROCKVILLE. The parties agreed to fix the purchase price at P3,500,000.00
since a survey revealed that the property is worth more than the P2,000,000.00 loan.

ROCKVILLE and Husband executed a Deed of Absolute Sale over the property with an agreement
that the former would pay the additional P1,500,000.00 after Wife affixes her signature to the Deed of
Absolute Sale since the land is a conjugal property. ROCKVILLE filed a complaint for Specific
Performance and Damages since the Wife refused to sign, insisting that the transaction was an
absolute sale by way of dacion en pago.(dation in payment)

ISSUE:
Whether the transaction entered by the parties is therefore an absolute sale or an equitable mortgage.

HELD:

The transaction between the parties was in reality an equitable mortgage, not an absolute sale. First,
the Culla's retained possession of the property. Second, ROCKVILLE kept a part of the purchase
price. Third, ROCKVILLE continued to give the Culla's extensions on the period to repay their loan
even after the parties allegedly agreed to a dacion en pago. Fourth,different testimonies of the Culla's
that the purpose of the Deed of Absolute Sale was merely to guarantee their loan.

In determining the nature of a contract, courts are not bound by the title or name given by the parties.
The decisive factor in evaluating an agreement is the intention of the parties, as shown, not
necessarily by the name given used in the contract but, by the intention they shown prior to,
during and immediately after executing the agreement. After all an equitable mortgage has been
defined as one which although lacking in some formality, or form or words, or other requisites
demanded by a statute, nevertheless reveals the intention of the parties to charge real property as
security for a debt, there being no impossibility nor anything contrary to law in this intent.
G.R. NO. 124242, January 21, 2005
SAN LORENZO DEVELOPMENT CORPORATION VS. CA

FACTS:
The Spouses Lu purportedly sold the two parcels of land to respondent Pablo Babasanta. Babasanta
made a downpayment of fifty thousand pesos (P50,000.00) as evidenced by a receipt issued by Pacita
Lu of the same date. Several other payments totaling two hundred thousand pesos (P200,000.00) were
made by Babasanta. He demanded the execution of a Final Deed of Sale in his favor so he may effect
full payment of the purchase price; however, the spouses declined to push through with the
sale. They claimed that when he requested for a discount and they refused, he refused with the
agreement. Thus, Babasanta filed a case for Specific Performance.
On the other hand, San Lorenzo Development Corporation (SLDC) alleged that on 3 May 1989, the
two parcels of land involved, namely Lot 1764-A and 1764-B, had been sold to it in a Deed of
Absolute Sale with Mortgage. It alleged that it was a buyer in good faith and for value and therefore it
had a better right over the property in litigation.

ISSUE:
Who between SLDC and Babasanta has a better right over the two parcels of land?

HELD:
With the facts presented, as well as the evidence showned by the parties, irresistibly leads to the
conclusion that the agreement between Babasanta and the Spouses Lu is a contract to sell and not a
contract of sale.
The receipt signed by Pacita Lu merely states that she accepted the sum of fifty thousand pesos
(P50,000.00) from Babasanta as partial payment for the lot. While there is no stipulation that the
seller reserves the ownership of the property until full payment of the price which is a distinguishing
feature of a contract to sell, the subsequent acts of the parties convince us that the Spouses Lu never
intended to transfer ownership to Babasanta except upon full payment of the purchase price.
With Babasanta's letter telling that he stated therein that despite his repeated requests for the
execution of the final deed of sale in his favor so that he could effect full payment of the price, Pacita
Lu allegedly refused to do so. In effect, Babasanta himself recognized that ownership of the property
would not be transferred to him until such time as he shall have effected full payment of the price.
Doubtlessly, the receipt signed by Pacita Lu should legally be considered as a perfected contract to
sell.
The perfected contract to sell imposed upon Babasanta the obligation to pay the balance of the
purchase price. There being an obligation to pay the price, Babasanta should have made the proper
tender of payment and consignation of the price in court as required by law. Glaringly absent from
the records is any indication that Babasanta even attempted to make the proper consignation of the
amounts due, thus, the obligation on the part of the sellers to convey title never acquired obligatory
force.
There was no double sale in this case because the contract in favor of Babasanta was a mere contract
to sell; hence, Art. 1544 is not applicable. There was neither actual nor constructive delivery as his
title is based on a mere receipt. The rights of SLDC must be preferred.

[ G.R. NO. 160346, AUGUST 25, 2009 ]

PURITA PAHUD VS. CA

FACTS:
Spouses Pedro San Agustin and Agatona Genil were able to acquire a 246-square meter parcel of land
situated in Barangay Anos, Los Baos, Laguna and covered by Original Certificate of Title . Agatona
Genil and Pedro San Agustin died , left with children: respondents, Eufemia, Raul, Ferdinand,
Zenaida, Milagros, Minerva, Isabelita and Virgilio.

Eufemia, Ferdinand and Raul executed a Deed of Absolute Sale of Undivided Shares conveying in
favor of petitioners their respective shares . Eufemia also signed the deed on behalf of her four (4)
other co-heirs, Only Isabelita has the Power of attorney while the other three (3) co-heirs has no
written consent authorizing such sale. It was not notarized.

The Pahuds paid the accounts into the Los Baos Rural Bank where the property was mortgaged.
The bank issued a release of mortgage and turned over the ownership Pahuds, the Pahuds made more
payments to Eufemia and her siblings. When Eufemia and her co-heirs drafted an extra-judicial
settlement of estate to facilitate the transfer of the title to the Pahuds, Virgilio refused to sign it.

Virgilio's co-heirs filed a complaint for judicial partition of the subject property before the RTC of
Calamba, Laguna.In the course of the proceedings for judicial partition, a Compromise Agreement
was signed with seven (7) of the co-heirs agreeing to sell their undivided shares to Virgilio .. The
compromise agreement was, however, not approved by the trial court because Atty. Dimetrio Hilbero,
lawyer for Eufemia and her six (6) co-heirs, refused to sign the agreement because he knew of the
previous sale made to the Pahuds.

Eufemia acknowledged having received the payments from Virgilio. Virgilio then sold the entire
property to spouses Isagani Belarmino and Leticia Ocampo (Belarminos) . The Belarminos
immediately constructed a building on the subject property.

Alarmed by the ongoing construction on the lot they purchased, the Pahuds immediately confronted
Eufemia who confirmed to them that Virgilio had sold the property to the Belarminos.Then the
Pahuds filed a complaint in intervention in the pending case for judicial partition.

ISSUE/S:
1.Whether or not the sale of the subject property by Eufemia and her co-heirs to the Pahuds is valid
and enforceable.
2.Whether or not the sale by co-heirs to Virgilio is void.
3.Whether or not the sale of Virgilio to Belarminos is valid.

Ruling:

The sale made by Eufemia, Isabelita and her two brothers to the Pahuds should be valid only with
respect to the authorized share of Eufemia While the sale with respect to the other portion of the lot
representing the shares of Zenaida, Milagros, and Minerva, is void because Eufemia could not dispose
of the interest of her co-heirs in the said lot absent any written authority from the latter, as required by
law.

2.the subsequent sale made by the seven co-heirs to Virgilio was void because they no longer own the
subject property which they could alienate at the time of the second transaction. You can not give
what you do not possess.

3. The sale to Bilarminos is not valid, they did not purchased the property from Virgilio in good faith.
the Belarminos were fully aware that the property was registered not in the name of Virgilio.

They knew that the property was still subject of proceedings before the trial court.

The supreme court reversed and set aside the ruling of the CA and reinstated of the RTC with
modification.

G.R. No. 142403 March 26, 2003

ALEJANDRO GABRIEL and ALFREDO GABRIEL, petitioners,
vs.
SPOUSES PABLO MABANTA and ESCOLASTICA COLOBONG, DEVELOPMENT BANK OF
THE PHILIPPINES (Isabela Branch) and ZENAIDA TAN-REYES, respondents.

FACTS:
On October 25, 1975 The Mabanta's mortgaged two (2) parcels of land with the DBP as collateral to
the amount of 14,000. In 1980, they sold the lots to Susana Soriano with the right to repurchase the
property within 2 years. The Mabanta's failed to do repurchase. In 1984, they convinced petitioner
Alejandro Gabriel to purchase the lot from Soriano as a result, DBP had to transfer the name of
mortgagor to Gabriel. In 1982 however, one lot was sold to Zenaida Tan-Reyes by the spouses
Mabanta who in turn filed an intervention to the case after not being a party in the instant case. As a
result, the petitioners filed for damages, and specific performance which the trial court ruled in their
favor holding that the sale between the spouses Mabanta and Tan-Reyes null and void. On appeal, the
CA modified the trial courts decision holding that the second sale was indeed valid.
ISSUE:
Whether or not the second sale in 1982 to Tan-Reyes is valid.

HELD:
Article 1544 of the Civil Code provides that when an immovable property is sold to different vendees,
the ownership shall belong to the first person in good faith to register it in the registry of property.
Unfortunately, the registration made by Zenaida Tan-Reyes of her deed of sale was in bad faith, and
for this reason in accordance with the same Article 1544, the land shall be sold to the person who in
good faith was first in possession.Undoubtedly, that it is the Gabriels who are in possession of the
land.

G.R. No. 142612. July 29, 2005

OSCAR ANGELES and EMERITA ANGELES, Petitioners,
vs.
THE HON. SECRETARY OF JUSTICE and FELINO MERCADO, Respondents.

FACTS:
The Angeles' entered into a contract of antichresis on a parcel of land in Laguna which bears lanzones
fruits owned by Juana Suazo. Mercado is the one who convinced the Angeles. The contract of
antichresis was to last for five (5) years. The parties agreed that Mercado would administer the said
land.

After three (3) years the Angeles found out that after the demand of accounting papers that the land
was transferred to Mercado and his spouse.
Mercado defended that there was an existing industrial partnership, where the Angeles are the
financiers while them, the Mercados are the industrial partners.

During the barangay conciliation proceedings, Oscar Angeles stated that there was a writtensosyo
industrial agreement: capital would come from the Angeles spouses while the profit would be divided
evenly between Mercado and the Angeles spouses.

The Provincial Prosecution Office recommended to file an estafa case against Mercado but later was
amended and held that the accusation of estafa lacks enough evidence. While The Secretary ruled that
a partnership truly existed between the two. Hence, there is no estafa where money is delivered by a
partner to his co-partner on the latters representation that the amount shall be applied to the business
of their partnership. In case of misapplication or conversion of the money received, the co-partners
liability is civil in nature

ISSUE:
Whether or not there has been an existing partnership between Angeles and Mercado?

HELD:
The Angeles spouses position that there is no partnership because of the lack of a public instrument
indicating the same and a lack of registration with the Securities and Exchange Commission ("SEC")
holds no water. First, the Angeles spouses contributed money to the partnership and not immovable
property. Second, mere failure to register the contract of partnership with the SEC does not invalidate
a contract that has the essential requisites of a partnership. The purpose of registration of the contract
of partnership is to give notice to third parties. Failure to register the contract of partnership does not
affect the liability of the partnership and of the partners to third persons. Neither does such failure to
register affect the partnerships juridical personality. A partnership may exist even if the partners do
not use the words "partner" or "partnership."

G.R. No. 144214 July 14, 2003

LUZVIMINDA J. VILLAREAL, DIOGENES VILLAREAL and CARMELITO JOSE, petitioners,
vs.
DONALDO EFREN C. RAMIREZ and Spouses CESAR G. RAMIREZ JR. and CARMELITA C.
RAMIREZ,respondents.
FACTS:

Villareal, C. Jose, J. Jose formed a partnership (restaurant) with a Capital of 750,000. Later, Ramirez
joined the partnership with a contribuution of 250,000. After some time J. Jose withdrew from the
partnership and his capital contribution of 250,000 was refunded.

The restaurant was closed down allegedly because of of increased rentals. Furniture & equipments
was deposited at Ramirez's house.

The Ramirez's said to petitioners that they are not interested in the partnership anymore and asking of
the refund of their capital contribution.

Before the RTC, petitioners contented that the respondents cannot ask for a refund since the capital
had been spent on business lossess. Respondents replied, defended that if such allegations were true
then the loans incurred by petitioners should be regarded as purely personal.

RTC ruled that the parties voluntarily entered into a partnership which could be dissolved at anytime.
While the CA ruled that respondents had no right to demand the return of capital distribution.

ISSUES:
1. What is the share in partnership?
2. What must be returned?

HELD:

1.Both the trial and the appellate courts found that a partnership had indeed existed, and that it was
dissolved on March 1, 1987. They found that the dissolution took place when respondents informed
petitioners of the intention to discontinue it because of the former's dissatisfaction with, and loss of
trust in, the latter's management of the partnership affairs. These findings were amply supported by
the evidence on record. Respondents consequently demanded from petitioners the return of their one-
third equity in the partnership.

We hold that respondents have no right to demand from petitioners the return of their equity share.
Except as managers of the partnership, petitioners did not personally hold its equity or assets. "The
partnership has a juridical personality separate and distinct from that of each of the partners." Since
the capital was contributed to the partnership, not to petitioners, it is the partnership that must refund
the equity of the retiring partners.
2. Since it is the partnership, as a separate and distinct entity, that must refund the shares of the
partners, the amount to be refunded is necessarily limited to its total resources. In other words, it can
only pay out what it has in its coffers, which consists of all its assets. However, before the partners
can be paid their shares, the creditors of the partnership must first be compensated. After all the
creditors have been paid, whatever is left of the partnership assets becomes available for the payment
of the partners' shares.
G.R. No. 126334 November 23, 2001
EMILIO EMNACE, petitioner,
vs.
COURT OF APPEALS, ESTATE OF VICENTE TABANAO, SHERWIN TABANAO, VICENTE
WILLIAM TABANAO, JANETTE TABANAO DEPOSOY, VICENTA MAY TABANAO VARELA,
ROSELA TABANAO and VINCENT TABANAO, respondents.

FACTS:
Petitioner Emilio Emnace, Vicente Tabanao and Jacinto Divinagracia were partners in a business
concern known as Ma. Nelma Fishing Industry. Sometime in January of 1986, they decided to
dissolve their partnership and executed an agreement of partition and distribution of the partnership
properties among them, consequent to Jacinto Divinagracia's withdrawal from the partnership.Among
the assets to be distributed were five (5) fishing boats, six (6) vehicles, two (2) parcels of land located
at Sto. Nio and Talisay, Negros Occidental, and cash deposits in the local branches of the Bank of
the Philippine Islands and Prudential Bank.
Throughout the existence of the partnership, and even after Vicente Tabanao's untimely demise in
1994, petitioner failed to submit to Tabanao's heirs any statement of assets and liabilities of the
partnership, and to render an accounting of the partnership's finances. Petitioner also reneged on his
promise to turn over to Tabanao's heirs the deceased's 1/3 share in the total assets of the partnership,
amounting to P30,000,000.00, or the sum of P10,000,000.00, despite formal demand for payment
thereof.

Consequently, Tabanao's asked for an action for accounting, payment of shares, division of assets and
damages.
Anent the issue of prescription, the trial court ruled that prescription begins to run only upon the
dissolution of the partnership when the final accounting is done. Hence, prescription has not set in the
absence of a final accounting. Moreover, an action based on a written contract prescribes in ten years
from the time the right of action accrues.
ISSUE:
What are the three final stages of partnership?
HELD:
The three (3) final stages of a partnership are: (1) dissolution; (2) winding-up; and (3) termination.The
partnership, although dissolved, continues to exist and its legal personality is retained, at which time it
completes the winding up of its affairs, including the partitioning and distribution of the net
partnership assets to the partners.For as long as the partnership exists, any of the partners may
demand an accounting of the partnership's business. Prescription of the said right starts to run only
upon the dissolution of the partnership when the final accounting is done.

G.R. No. 142936 April 17, 2002

PHILIPPINE NATIONAL BANK & NATIONAL SUGAR DEVELOPMENT
CORPORATION, petitioners,
vs.
ANDRADA ELECTRIC & ENGINEERING COMPANY, respondent.

FACTS:
In its complaint, the plaintiff [herein respondent] alleged that it is a partnership duly organized,
existing, and operating under the laws of the Philippines, with office and principal place of business at
Nos. 794-812 Del Monte [A]venue, Quezon City, while the defendant [herein petitioner] Philippine
National Bank (herein referred to as PNB), is a semi-government corporation duly organized, existing
and operating under the laws of the Philippines, with office and principal place of business at Escolta
Street, Sta. Cruz, Manila; whereas, the other defendant, the National Sugar Development Corporation
(NASUDECO in brief), is also a semi-government corporation and the sugar arm of the PNB, with
office and principal place of business at the 2nd Floor, Sampaguita Building, Cubao, Quezon City;
and the defendant Pampanga Sugar Mills (PASUMIL in short), is a corporation organized, existing
and operating under the 1975 laws of the Philippines, and had its business office before 1975 at Del
Carmen, Floridablanca, Pampanga; that the plaintiff is engaged in the business of general construction
for the repairs and/or construction of different kinds of machineries and buildings; that on August 26,
1975, the defendant PNB acquired the assets of the defendant PASUMIL that were earlier foreclosed
by the Development Bank of the Philippines (DBP) under LOI No. 311; that the defendant PNB
organized the defendant NASUDECO in September, 1975, to take ownership and possession of the
assets and ultimately to nationalize and consolidate its interest in other PNB controlled sugar mills;
that prior to October 29, 1971, the defendant PASUMIL engaged the services of plaintiff for electrical
rewinding and repair, most of which were partially paid by the defendant PASUMIL, leaving several
unpaid accounts with the plaintiff; that finally, on October 29, 1971, the plaintiff and the defendant
PASUMIL entered into a contract. that out of the total obligation of P777,263.80, the defendant
PASUMIL had paid only P250,000.00, leaving an unpaid balance, as of June 27, 1973, amounting to
P527,263.80, as shown in the Certification of the chief accountant of the PNB, a machine copy of
which is appended as Annex C of the complaint; that out of said unpaid balance of P527,263.80, the
defendant PASUMIL made a partial payment to the plaintiff of P14,000.00, in broken amounts,
covering the period from January 5, 1974 up to May 23, 1974, leaving an unpaid balance of
P513,263.80; that the defendant PASUMIL and the defendant PNB, and now the defendant
NASUDECO, failed and refused to pay the plaintiff their just, valid and demandable obligation; that
the President of the NASUDECO is also the Vice-President of the PNB, and this official holds office
at the 10th Floor of the PNB, Escolta, Manila, and plaintiff besought this official to pay the
outstanding obligation of the defendant PASUMIL, inasmuch as the defendant PNB and NASUDECO
now owned and possessed the assets of the defendant PASUMIL, and these defendants all benefited
from the works, and the electrical, as well as the engineering and repairs, performed by the plaintiff;
that because of the failure and refusal of the defendants to pay their just, valid, and demandable
obligations, plaintiff suffered actual damages in the total amount of P513,263.80; and that in order to
recover these sums, the plaintiff was compelled to engage the professional services of counsel, to
whom the plaintiff agreed to pay a sum equivalent to 25% of the amount of the obligation due by way
of attorneys fees.
ISSUE:
What is the extent of liablity for Corporate debts?

HELD:
As a general rule, questions of fact may not be raised in a petition for review under Rule 45 of the
Rules of Court.To this rule, however, there are some exceptions enumerated in Fuentes v. Court of
Appeals. After a careful scrutiny of the records and the pleadings submitted by the parties, we find
that the lower courts misappreciated the evidence presented. Overlooked by the CA were certain
relevant facts that would justify a conclusion different from that reached in the assailed Decision.1
Petitioners posit that they should not be held liable for the corporate debts of PASUMIL, because their
takeover of the latters foreclosed assets did not make them assignees. On the other hand, respondent
asserts that petitioners and PASUMIL should be treated as one entity and, as such, jointly and
severally held liable for PASUMILs unpaid obligation.1wphi1.nt
As a rule, a corporation that purchases the assets of another will not be liable for the debts of the
selling corporation, provided the former acted in good faith and paid adequate consideration for such
assets, except when any of the following circumstances is present: (1) where the purchaser expressly
or impliedly agrees to assume the debts, (2) where the transaction amounts to a consolidation or
merger of the corporations, (3) where the purchasing corporation is merely a continuation of the
selling corporation, and (4) where the transaction is fraudulently entered into in order to escape
liability for those debts.
[G.R. No. 143340. August 15, 2001]

LILIBETH SUNGA-CHAN and CECILIA SUNGA, petitioners,

vs. LAMBERTO T. CHUA, respondent.

FACTS: Chua and Sunga verbally agreed to form a partnership for the
distribution of LPGs in their community. Their business was very liquid but
untimely Sunga died. After Sungass death, his daughter assumed
partnership with Chua over the business as and as to the other business
assets of the partnership. Chua then demanded for an accounting but he
never succeeded on getting one from Sunga's daughter(Lilibeth). Chua filed
a complaint for Winding Up of Partnership Affairs, Accounting, Appraisal and
Recovery of Shares and Damages with Writ of Preliminary Attachment
against Lilibeth. Lilibeth in her defense argued among others that Chuas
action has been barred by prescrition.

ISSUE: Whether or not Chuas claim to Lilibeth is barred by prescription.

HELD: No. The action for accounting filed by Chua three years after
Sungass death was well within the prescribed period. The Civil Code states
that an action for oral contract prescribes in six years. while the right to
demand an accounting for a partners interest as against the person
continuing the business accrues at the date of dissolution, in the absence of
any contrary agreement. Considering that the death of a partner results in
the dissolution of the partnership, in this case, It bears stressing that while
Sungass death dissolved the partnership, it did not terminate immediately
the partnership. The Civil Code expressly provides that upon dissolution, the
partnership continues and its legal personality is retained until the complete
winding up of its business, culminating in its termination.

The three (3) final stages of a partnership are: (1) dissolution; (2) winding-up; and (3) termination.The
partnership, although dissolved, continues to exist and its legal personality is retained, at which time it
completes the winding up of its affairs, including the partitioning and distribution of the net
partnership assets to the partners.For as long as the partnership exists, any of the partners may
demand an accounting of the partnership's business. Prescription of the said right starts to run only
upon the dissolution of the partnership when the final accounting is done.